EXHIBIT 10.8
AMENDMENT
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This Amendment and Waiver (this "AMENDMENT"), dated as of June 30, 2005
is entered into by and between INCENTRA SOLUTIONS INC. (f/k/a Front Porch
Digital Inc.), a Nevada corporation (the "COMPANY"), and LAURUS MASTER FUND,
LTD., a Cayman Islands company ("LAURUS"), for the purpose of amending the terms
of (i) the Securities Purchase Agreement, dated as of May 13, 2004, by and
between the Company and Laurus (as amended, modified or supplemented from time
to time, the "SECURITIES PURCHASE AGREEMENT"), (ii) the Secured Convertible Term
Note, dated May 13, 2004 (as amended, modified or supplemented from time to
time, the "TERM NOTE") issued by the Company pursuant to the Securities Purchase
Agreement, (iii) the Common Stock Purchase Warrant, dated May 13, 2004 (as
amended, modified or supplemented from time to time, the "WARRANT") issued by
the Company pursuant to the Securities Purchase Agreement, and (iv) the
Registration Rights Agreement by and between the Company and Laurus, dated as of
May 13, 2004 (as amended, modified or supplemented from time to time, the
"REGISTRATION RIGHTS AGREEMENT" and, together with the Securities Purchase
Agreement, the Term Note and the Warrant, the "LOAN DOCUMENTS"). Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Securities Purchase Agreement.
WHEREAS, the Company and Laurus have agreed to make certain changes to
the Loan Documents as set forth herein;
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 4.1 of the Term Note is hereby amended by adding the
following immediately following 4.1(j) thereof:
"(k) JUNE 2005 NOTES AND ANCILLARY AGREEMENTS. An Event of
Default, shall have occurred and be continuing under and as defined in
any of (i) that certain Security Agreement dated June 30, 2005, issued
by the Company, PWI Technologies, Inc. and Star Solutions, Inc. to
Holder, as amended, modified or supplemented from time to time, "June
2005 Security Agreement; (ii) any of the Notes (as amended, modified or
supplemented from time to time,) as such term is defined in the June
2005 Security Agreement and (iii) any Ancillary Agreement referred to
in the June 2005 Security Agreement, as each are amended, modified or
supplemented from time to time, ."
2. Each amendment set forth herein shall be effective as of the
date hereof following the execution and delivery of same by
each of the Company and Laurus.
3. Except as specifically set forth in this Amendment, there are
no other amendments to the Loan Documents, and all of the
other forms, terms and provisions of the Loan Documents remain
in full force and effect.
4. The Company hereby represents and warrants to Laurus that as
of the date hereof all representations, warranties and
covenants made by Company in connection with the Loan
Documents are true, correct and complete and all of Company's
and its Subsidiaries' covenant requirements have been met.
5. This Amendment shall be binding upon the parties hereto and
their respective successors and permitted assigns and shall
inure to the benefit of and be enforceable by each of the
parties hereto and its successors and permitted assigns. THIS
AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This
Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which shall
constitute one instrument.
IN WITNESS WHEREOF, each of the Company and Laurus has caused this
Amendment to the Loan Documents to be signed in its name effective as of this
30th day of June, 2005.
INCENTRA SOLUTIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Sr. Vice President & Treasurer
LAURUS MASTER FUND, LTD.
By: /s/ ▇▇▇▇▇ Grin
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Name: ▇▇▇▇▇ Grin
Title: Managing Partner